CINCINNATI, OHIO–(Marketwired – Dec. 22, 2017) –
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN
Patient Home Monitoring Corp. (the “Company” or “PHM“) (TSX VENTURE:PHM), a healthcare services company with operations in the U.S., is pleased to announce the completion of the Company's plan of arrangement (the “Arrangement“) involving the Company, Viemed Healthcare, Inc. (“Viemed“) and the securityholders of the Company, pursuant to which the Company has completed a spin-out of Viemed.
Immediately prior to the completion of the Arrangement, PHM transferred to Viemed all of its interests in Sleep Management, L.L.C. and Home Sleep Delivered, L.L.C., which are engaged in the provision of equipment and home therapy to patients affected by specific respiratory diseases.
As a result of the Arrangement, among other things, shareholders of PHM (the “Shareholders“), as of close of business on December 21, 2017, received one new PHM common share (a “New PHM Share“) and one-tenth (1/10) of one common share of Viemed (a “Viemed Share“) for each common share of PHM held by such Shareholder immediately before the completion of the Arrangement. Also in connection with the Arrangement, (a) for each stock option of PHM held, each option holder that remains employed or engaged by PHM will receive one option to purchase from PHM one New PHM Share (a “New PHM Option“) and PHM option holders employed or engaged by Viemed will receive one New PHM Option (which will expire three months following completion of the Arrangement) and one tenth (1/10) of one option to purchase from Viemed one Viemed Share, and (b) for each common share purchase warrant of PHM held, each warrant holder will receive one warrant to purchase from PHM one New PHM Share (a “New PHM Warrant“) and one tenth (1/10) of one warrant to purchase from Viemed one Viemed Share. The exercise prices of the stock options and common share purchase warrants of PHM and Viemed will be determined by the respective trading prices of PHM and Viemed for the five trading days following completion of the Arrangement (as more particularly described in the Circular (defined below)).
The New PHM Options will be issued pursuant to the PHM stock option plan which was approved by Shareholders at an annual and special meeting of Shareholders held on December 15, 2017. At the meeting, the Shareholders also approved the adoption of a restricted share unit and deferred share unit plan. Pursuant to the PHM stock option plan and restricted share unit and deferred share unit plan, PHM may reserve up to an aggregate of 75,819,279 PHM Shares pursuant to awards granted under the plans.
Upon completion of the Arrangement and at the time of listing, PHM has a total of 379,096,396 Common Shares, 26,005,058 common share purchase warrants and 17,906,179 (8,388,978 of which held by option holders employed or engaged by Viemed that will expire on March 21, 2017) stock options outstanding.
The New PHM Shares will commence trading on the TSX Venture Exchange (the “TSXV“) on December 22, 2017 under the stock symbol “PHM”, and PHM's outstanding 7.5% non-convertible unsecured subordinated debentures maturing on December 31, 2019, will continue to trade under the symbol “PHM.DB.”.
The board of directors of the Company was reconstituted in connection with the Arrangement and consists of Gregory Crawford, Mark Greenberg and Edward Brann. The officers of the Company consist of Gregory Crawford (President and Chief Executive Officer), Allan Wallander (Chief Financial Officer) and Robbie Grossman (Corporate Secretary).
Gregory Crawford, PHM's Chairman and CEO said, “I'm pleased we have reached the completion of this process and I look forward to capitalizing on the growth opportunities in front of us as we move into next year. I plan on providing the market with a full update of our business plans and strategy in the coming weeks.”
For details of the Arrangement, please see PHM's management information circular (the “Circular“) dated November 13, 2017, which is available under PHM's profile on SEDAR at www.sedar.com.
ABOUT PATIENT HOME MONITORING CORP.
PHM provides in-home monitoring and disease management services for patients in the United States healthcare market. It seeks to continue to expand its offerings to include the management of several chronic disease states focusing on patients with heart or pulmonary disease, sleep disorders, reduced mobility and other chronic health conditions. The initial service line includes providing in-home monitoring equipment, supplies and services to patients in the U.S. who take prescription blood thinners, such as Coumadin® (warfarin).
The primary business objective of PHM is to create shareholder value by offering a broader range of services to patients in need of in-home monitoring and chronic disease management. PHM's organic growth strategy is to increase annual revenue per patient by offering multiple services to the same patient, consolidating the patient's services and making life easier for the patient.
Certain statements contained in this press release constitute “forward-looking information” as such term is defined in applicable Canadian securities legislation. The words “may”, “would”, “could”, “should”, “potential”, “will”, “seek”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions as they relate to the Company are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Company's current views and intentions with respect to future events, and current information available to the Company, and are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize.
These factors include, without limitation, credit, market (including equity, commodity, foreign exchange, and interest rate), liquidity, operational (including technology and infrastructure), reputational, insurance, strategic, regulatory, legal, environmental, capital adequacy, and other risks. Examples of such risk factors include, without limitation: the general business and economic conditions in the regions in which the Company operates; the ability of the Company to execute on key priorities, including the successful completion of acquisitions, business retention, and strategic plans and to attract, develop and retain key executives; difficulty integrating newly acquired businesses; the ability to implement business strategies and pursue business opportunities; low profit market segments; disruptions in or attacks (including cyber-attacks) on the Company's information technology, internet, network access or other voice or data communications systems or services; the evolution of various types of fraud or other criminal behavior to which the Company is exposed; the failure of third parties to comply with their obligations to the Company or its affiliates; the impact of new and changes to, or application of, current laws and regulations; decline of reimbursement rates; dependence on few payors; possible new drug discoveries; a novel business model; dependence on key suppliers; granting of permits and licenses in a highly regulated business; the overall difficult litigation environment, including in the U.S.; increased competition; changes in foreign currency rates; increased funding costs and market volatility due to market illiquidity and competition for funding; the availability of funds and resources to pursue operations; critical accounting estimates and changes to accounting standards, policies, and methods used by the Company; and the occurrence of natural and unnatural catastrophic events and claims resulting from such events; as well as those risk factors discussed or referred to PHM's annual Management's Discussion and Analysis for the year ended September 30, 2016, filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedar.com. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward- looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
The Exchange has in no way passed upon the merits of the proposed Arrangement and has neither approved nor disapproved the contents of this news release.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information please visit our website at www.phmcompanies.com.
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